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INTRODUCTION I. BACKGROUND A. The Development of Go-Shops B. Delaware Case Law C. Literature Review D. New Empirical Evidence II. EXPLAINING THE DECLINE OF GO-SHOP EFFECTIVENESS A. Match Rights B. [...], A go-shop process turns the traditional M&A deal process on its head: rather than a presigning market canvass followed by a post-signing "no shop" period, a go-shop deal involves a limited pre-signing market check, followed by a post-signing "go shop" process to find a higher bidder. A decade ago one of us published the first systematic empirical study of go-shop deals. Contrary to the conventional wisdom at the time, the study found that go-shops could yield a meaningful market check, with a higher bidder appearing 13% of the time during the go-shop period. In this Article, we compile a new sample of M&A deals announced between 2010 and 2019. We find that go-shops, in general, are no longer an effective tool for post-signing price discovery. We then document several reasons for this change: the proliferation of first-bidder match rights, the shortening of go-shop windows, CEO conflicts of interest, investment banker effects, and collateral terms that have the effect of tightening the go-shop window. We conclude that the story of the go-shop technology over the past ten years is one of innovation corrupted: transactional planners innovate; the Delaware courts signal qualified acceptance; and then a broader set of practitioners push the technology beyond its breaking point. In view of these developments in transactional practice, we provide recommendations for the Delaware courts and corporate boards of directors.

III. EFFECTIVE DEAL PROCESS DESIGN Part III of this Article provided a taxonomy of four factors that can create an unlevel playing field in MBOs. The implication is that practitioners [...]

Delaware's antitakeover statute, codified in Section 203 of the Delaware corporate code, is by far the most important antitakeover statute in the United States. When it was enacted in 1988, [...]

In our main Article published in this issue, (1) we make three straightforward points: 1. Three federal district courts held in 1988 that Delaware's antitakeover statute must give bidders a [...]

"Look at this. Pet Products of America is trying to use the Holiday Catalogue to satisfy their go-shop!" From: Debevoise & Plimpton Private Equity Report (Fall 2006) Go-shop provisions have [...]

How should courts regulate contract terms with nonshareholder constituencies that have an antitakeover effect? On one hand, contracts formed in the ordinary course of business would seem to be at [...]

The era in which poison pills were an effective corporate takeover defense strategy passed and eEqual treatment agreements proved more effective in the late 1990s. Such agreements restore decision-making responsibility to shareholders, and provide obstacles to corporate takeover and value to the economy. They are especially important in economies marked by many corporate acquisitions.

The article cites several examples of questionable corporate governance including those involving retailer J. C. Penney, bank J. P. Morgan Chase & Co., and drug company Allergan, and discusses principles the author believes would lead to better governance. He maintains corporate boards should focus on long-term results, and to that end should no longer offer quarterly earnings guidance. He also considers how firms can improve the quality of board directors and provide shareholders with an outlet for expressing their views in an orderly manner.

Last spring, we published a study of the costs that staggered boards impose on target shareholders. (1) In a recent issue of The Corporate Governance Advisor, John Wilcox offered a [...]

What's the best way to buy or sell an asset? Should you hold an auction and accept the most attractive offer? Or should you identify the most likely prospects and negotiate with them privately? Auctions became increasingly popular after the internet opened wide the universe of potential bidders. The wrinkle is, auctions often set up win-lose relationships between buyers and sellers, says Subramanian, a professor at Harvard's schools of business and law. In many situations, negotiations lead to better results. Before you decide on a process, carefully consider the nature of the buyers, the characteristics of the asset in question, and your own priorities. If you can get enough of the right buyers to participate, an auction generally makes sense -- unless you expect a wide range of valuations. In that case, an auction could leave a lot of money on the table -- as it did in the sale of Cable & Wireless America. CWA's assets were uniquely strategic to the winner, but because it had to beat the second-highest bidder by only a little bit, the company got them at a price far below the value the deal actually generated. Can you write exact specifications for an asset? Then you probably won't go wrong with an auction. But specification can discourage creative collaboration between buyer and seller. If that will add value to your deal, or if a relationship is important, pursue a negotiation. Finally, examine your priorities. When discretion is critical, a negotiation will work better, but when you need a transparent, speedy process, an auction is the more sensible choice. INSET: A Tale of Two TARP Auctions. [ABSTRACT FROM AUTHOR]

Displacement chromatography has been shown to be a powerful technique for the simultaneous concentration and purification of biomolecules. Despite its distinct advantages, the displacement mode of chromatography has remained a relatively unknown technique. This is rapidly changing, however, as evidenced by the increasing number of papers on displacement chromatography in the literature and presentations at major conferences during the past few years. Much of this work has been reviewed by Frenz and Horvathl. In fact, there has been a quiet revolution in the perception of the preparative chromatographic community with respect to displacement chromatography. In this report, we will present some of the more recent advances, post 1987, in the theory and practice of the technique. Theoretical work on ideal and non-ideal displacement chromatography will be presented as will experimental work on the displacement purification of biomolecules on a variety of stationary phase materials. Preliminary work on the scale-up of the process will be examined along with novel hybrid techniques such as continuous displacement chromatography. Finally, we will offer some perspective on future research needs for displacement chromatography.

The article presents information on corporate methods of preventing hostile takeovers by corporate raiders, such as the poison pill strategy. It is noted that some of these techniques have become less popular and effective. An argument is presented that Section 203 of the corporate code of Delaware, which has been in force since 1988, could be overturned, which would further reduce antitakeover protections for the majority of U.S. firms.

A question and answer on mediation session with another company regarding a litigation.

The article provides an answer to a question about excluding outside counsel and technical experts from the final round of company's mediation.

The article presents a reprint of the article "Anchors away," by Guhan Subramanian, which appeared in the previous issue of "Negotiation." It provides pieces of advice when it comes to making negotiations in the business. It notes that in making a counteroffer, it is important to explain why a counteroffer being made is fair.

The article presents a reprint of the article "Anchors away," by Guhan Subramanian, which appeared in the May 2010 issue of "Negotiation." It provides a detailed understanding on how to defuse the anchor clearly in a tough negotiation. In addition, counterproposal is necessary after defusing the anchor with the caveat that might validate the anchor.